SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
[ X ] Annual Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 2011
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________ to ___________
Commission file number: 000-52227
START SCIENTIFIC, INC.
(Exact name of registrant as specified in its
charter)
Delaware
|
|
20-4910418
|
(State
or Other Jurisdiction
of Incorporation
or Organization)
|
|
(IRS Employer
Identification
No.)
|
|
|
|
6 Champion Trail
|
|
|
San Antonio, TX
|
|
78258
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
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(801) 816-2570
|
|
|
Issuer’s Telephone Number, Including Area Code
|
|
|
|
|
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
£
No
S
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
£
No
S
Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
S
No
£
Indicate by checkmark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of
“large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
£
|
|
Accelerated
filer
£
|
Non-accelerated filer
£
|
|
Smaller
reporting company
S
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
o
Yes
ý
No
The aggregate market value of the Company’s voting stock held
by non-affiliates computed by reference to the closing price as quoted on the Pink Sheets quotation system on June 30, 2011, was
approximately $131,582.61. For purposes of this calculation, voting stock held by officers, directors, and affiliates has been
excluded.
As of April 9, 2012, the Company had outstanding 11,900,000 shares
of common stock, par value $0.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I.
ITEM 1. BUSINESS
Cautionary Factors That May Affect
Future Results (Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)
The
disclosure and analysis set forth herein concerning Start Scientific, Inc.
(hereafter, “we”, “our”,
“us”, or the “Company”)
contains
certain forward looking statements, particularly statements relating to future actions, performance or results of current and
anticipated products and services, sales efforts, expenditures, and financial results. From time to time, we also provide forward-looking
statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations
or forecasts of future events such as new products or services, product approvals, revenues, and financial performance. These
statements are identified as any statement that does not relate strictly to historical or current facts. We use words such as
“anticipates,” “intends,” “plans,” “expects,” “will,” and other words
and phrases of similar meaning. In all cases, a broad variety of assumptions can affect the realization of the expectations or
forecasts in those statements. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.
We undertake
no obligation to update any forward-looking statements, but investors are advised to consult any further disclosures by the Company
on this subject in our subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, as permitted by the Private
Securities Litigation Reform Act of 1995, we provide these cautionary statements identifying risk factors, listed below, that
could cause our actual results to differ materially from expected and historical results. It is not possible to foresee or identify
all such factors. Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties
and inaccurate assumptions.
Corporate Organization
The Company was
formed in the State of Utah under the name of “Secure Networks, Inc.” on February 4, 2004, and was subsequently reincorporated
in Delaware on February 14, 2007 under the name “Secure Netwerks, Inc.” At the time of its formation, the Company
was a wholly-owned subsidiary of SportsNuts, Inc., a Delaware corporation traded on the OTC Electronic Bulletin Board that files
reports with the Securities and Exchange Commission under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. On
March 1, 2007, the shares of the Company were spun-off to the shareholders of SportsNuts, Inc. As of April 9, 2012, we had 269
shareholders of record.
The Business of the Company
Overview
Prior
to March 2012, we were a computer and technology hardware reseller to businesses and other organizations. Most of our clients
were small and medium sized organizations, although we attempted to market our products and services to larger organizations.
We also outsourced technology-related services to provide a full solution basket of technology products and services including
hardware, software, network development and services. Our clients consisted of some retail purchasers and small to medium-sized
organizations, operating mostly in North America, but we did have occasional clients in Europe. Due to our recent acquisition
of oil and gas interests, o
ur future business is expected to be based on the exploration, development, drilling, and production
of various oil and gas properties. In particular, we intend to look for oil and gas opportunities in international markets. Whether
in respect to the
development of oil and gas interests
in North America or overseas, we expect to align with industry partners in respect of the drilling and operation of these wells.
Our long-term focus is to grow and develop existing oil and gas leasehold interests and acquire new interests within and without
the continental United States. In addition, we intend to acquire interests in older wells that, with the application of newer
technologies, may increase production and reserves.
Market
Generally.
The oil and gas industry is highly susceptible to extreme fluctuations in energy-related commodity prices, which in turn has
a corresponding effect on the level of drilling and exploration activity and the costs associated therewith. Such volatility is
also represented in the trends, however disparate, of supplies, demand, and price movements of crude oil and natural gas. Oil
and gas industry revenues have grown in excess of 7% per annum, on average, since 2007 and are expected to increase moderately
in 2012.
Crude Oil
.
In general, 2011 was a strong year for oil companies, with increasing crude prices and concomitantly higher revenues. Price appreciation
was driven by geopolitical turmoil, supply shocks such as the Deepwater Horizon spill in the Gulf of Mexico, and reduced output
from natural production declines in existing oil fields. While U.S. domestic oil consumption has decreased, international demand
has remained relatively strong and, combined with rising tensions in the Middle East affecting perceptions of regional supply
disruptions, prices are not expected to materially decrease for the remainder of 2012.
Natural Gas
.
Unlike crude oil, the natural gas market has suffered from a glut of excess production and protracted price declines. Technological
advancements have enabled progressively fewer producers to employ horizontal drilling and hydraulic fracturing methods at significantly
lower costs than previous techniques, and yet production yields per well have increased dramatically. In addition, these increased
yields have resulted in greater quantities of higher value natural gas byproducts, particularly in respect to liquid hydrocarbons
extracted from shale formations (ethane, propane, and butane, among others). Consequently, assessments of the economic feasibility
of gas wells have increasingly relied on the presence of these byproducts to achieve desired returns on drilling and exploration
costs. Even in these wells, however, natural gas remains the dominant element and an overabundance of supplies has resulted in
a 10-year low in the spot price of natural gas as of the end of March 2012, and the outlook for the remainder of the year does
not suggest that any significant price appreciation is imminent. Increased government regulation and requirements associated with
natural gas development (specifically hydraulic fracturing) remains a constant concern affecting pricing and industry forecasts.
Regulation
Federal and state
regulations control various aspects of drilling and operating oil and gas wells, including care of the environment, the safety
of workers and the public, and the relations with the owners and occupiers of surface lands within or near the leasehold acreage.
The effect of these regulations is, invariably, to increase the cost of operations. The costs of compliance with state regulations
include a permit for drilling a well before beginning a project. Other compliance matters have to do with keeping the property
free of oil spills and the plugging of non-productive wells.
Oil and gas exploration,
drilling, and production activities are also subject to private property rights. Owners of real property also own the rights to
the minerals underneath the surface, unless such mineral rights have been retained, sold or transferred by a previous landowner.
Oil and gas rights held by
the United States government are
managed by the Bureau of Land Management in conjunction with the U.S. Forest Service pursuant to a variety of federal statutes.
Environmental
impacts of oil and gas production include produced water and drilling waste. Wastes that cannot be reused or recycled must be
stored or disposed of in some manner, increasing the land area affected by oil and gas extraction and raising concerns over potential
leaking of drilling fluids and other wastes from storage sites. Some petroleum industry operations have been responsible for water
pollution through by-products of refining and oil spills. The combustion of fossil fuels produces greenhouse gases and other air
pollutants as byproducts. Pollutants include nitrogen oxides, sulphur dioxide, volatile organic compounds and heavy metals.
Employees
As of December
31, 2011, we had 1 employee and 1 part-time contractor, although we intend to hire additional personnel to pursue our new business
as an oil and gas exploration and development company. Although national unemployment rates remain high relative to historical
averages, there exists a significant amount of competition for skilled personnel in the oil and gas services industry. Nevertheless,
we expect to be able to attract and retain such additional employees as are necessary, commensurate with the anticipated future
expansion of our business. Further, we expect to continue to use consultants, contract labor, attorneys and accountants as necessary.
ITEM 1A. RISK FACTORS
Since we are
a smaller reporting company, we are not required to supply the information required by this Item 1A.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
During 2011,
we occupied approximately 2,500 square feet of office space located at 11650 South State Street, Suite 240, Draper, Utah 84020.
Following the change of our business in March 2012, our offices were ultimately relocated to San Antonio, Texas on a month-to-month
basis. During 2011, we incurred $-0- in rental expense related to our corporate offices. The monthly lease was terminated as of
December 31, 2010.
We do not own
any real property.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not Applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
.
|
(a)
|
Market for Common
Equity and Related Stockholder Matters.
|
The Company’s
Common Stock is listed on the Pink Sheets quotation system (“Pink Sheets”) under the symbol “STSC.” The
Company’s stock has been publicly traded since March, 2007. The following table sets forth, for the periods indicated, the
high and low closing sales prices as quoted on the Pink Sheets, of shares of the Company’s Common Stock during the calendar
year ended December 31, 2011:
|
High
|
Low
|
Fourth
Quarter 2011
|
$
0.55
|
$
0.03
|
Third
Quarter 2011
|
$
0.25
|
$
0.15
|
Second
Quarter 2011
|
$
0.25
|
$
0.25
|
First
Quarter 2011
|
$
0.25
|
$
0.01
|
The following
table sets forth, for the periods indicated, the high and low closing sales prices as quoted on the Pink Sheets, of shares of
the Company’s common stock during the calendar year ended December 31, 2010:
|
High
|
Low
|
Fourth
Quarter 2010
|
$
0.01
|
$
0.01
|
Third
Quarter 2010
|
$
0.01
|
$
0.01
|
Second
Quarter 2010
|
$
0.012
|
$
0.01
|
First
Quarter 2010
|
$
0.012
|
$
0.012
|
We do not have
any warrants or options issued or outstanding.
(2) Holders.
As of April 9,
2012, the Company had approximately 269 holders of record of its common stock.
(3) Dividends.
The Company has
not paid any cash dividends on its common stock since inception and does not anticipate paying cash dividends in the foreseeable
future. The Company anticipates that any future earnings will be retained for use in developing and/or expanding the business.
(4) Securities
Authorized for Issuance Under Equity Compensation Plans.
None
(b) Recent Sales
of Unregistered Securities.
On March 1, 2012,
the Company accepted the subscription of an investor for $300,000 in exchange for 1,200,000 shares of restricted common stock.
On February 29,
2012, in exchange for $100,000, the Company issued 200,000 shares of restricted common stock and a promissory note in the original
principal amount of $100,000 (“Note”) to an investor. The Note matures on August 27, 2012 and carries a fixed interest
payment at maturity of $25,000.
Exemption
From Registration Claimed
All
of the sales by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities
Act of 1933, as amended (the “1933 Act”). All of the individuals and/or entities listed above that purchased the unregistered
securities were all known to the Company and its management, through pre-existing business relationships. All purchasers were
provided access to all material information, which they requested, and all information necessary to verify such information and
were afforded access to management of the Company in connection with their purchases. All purchasers of the unregistered securities
acquired such securities for investment and not with a view toward distribution, acknowledging such intent to the Company. All
certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer
of the certificates or agreements representing such securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition.
Penny Stock Rules
Due to the price
of our common stock, as well as the fact that we are not listed on a national securities exchange, our stock is characterized
as “penny stocks” under applicable securities regulations. Our stock will therefore be subject to rules adopted by
the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to
effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain
from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer
with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction.
The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with
such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must
also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such
security is held for the customer's account. The existence of these rules may have an effect on the price of our stock, and the
willingness of certain brokers to effect transactions in our stock.
Dividend Policy
We have never
declared or paid dividends on our common stock. Payment of future dividends, if any, will be at the discretion of our Board of
Directors after taking into account various factors, including the terms of any credit arrangements, our financial condition,
operating results, current and anticipated cash needs and plans for expansion. At the present time, we are not party to any agreement
that would limit our ability to pay dividends.
ITEM
6.
SELECTED FINANCIAL DATA
As a smaller
reporting company we are not required to provide this information
ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read
the following discussion of the company’s financial condition and results of operations in conjunction with the audited
financial statements and related notes included in this registration statement. This discussion may contain forward-looking statements,
including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified
by the words “expects,” “anticipates,” “intends,” “believes,” or similar language.
Actual results could differ materially from those projected in the forward looking statements. You should carefully consider the
information set forth above under Item 1 of this Part I under the caption “Risk Factors” in addition to the other
information set forth in this registration statement. We caution you that Secure Netwerks’ business and financial performance
is subject to substantial risks and uncertainties.
Overview
Prior to March
2012, we were a reseller of technology-related hardware and software, including laptops, desktops, networking devices, telecommunication
systems and networks, servers and software. In March, 2012, our principal business became the exploration, development, and production
of oil and gas interests.
Results of Operations
Following is
our discussion of the relevant items affecting results of operations for the years ended December 31, 2011 and 2010.
Revenues.
For the years ended December 31, 2011 and 2010, our products and services were broken down into two categories for revenue
recognition purposes – (i) off-the-shelf hardware/software product sales, and (ii) outsourced information technology services.
Our revenue recognition policy for these categories was as follows:
Revenue was recognized
upon completion of services or delivery of goods where the sales price is fixed or determinable and collectibility is reasonably
assured. Advance customer payments were recorded as deferred revenue until such time as they are recognized.
Product sales
were derived from the resale of off-the-shelf hardware and software packages.
Product sales
were not warranted by the Company but may have been subject only to warranties that may be provided by the product manufacturer.
Therefore, product warranties had no effect on the financial statements. The Company had no sales arrangements encompassing multiple
deliverables.
Future revenues
are anticipated to be royalties and income generated in connection with oil and gas production and sale of those hydrocarbons
to marketing companies pursuant to contract terms.
The
Company generated net revenues of $30,096 for the year ended December 31, 2011, representing a 60% decrease compared to $74,782
in net revenues during the year ended December 31, 2010. During 2011, we received $28,296 in gross revenues from software and
hardware product resales and equipment leasing, and $1,800 in gross revenues from information technology and other miscellaneous
services.
The decrease in revenues for the year ended December 31, 2011 is mainly the result of decreased operational and
sales activity during the year
.
Cost of Sales
.
For the years ended December 31, 2011 and 2010, expenses which comprised cost of sales were the wholesale cost of hardware, software,
any accompanying licenses, product sales commissions, and commissions paid in connection with information technology consulting
contracts. Also included in cost of sales were personnel and materials costs to administer these information technology services.
In the future, cost of goods sold will include those lease operating expenses incurred in connection with the production of oil
and gas from leasehold properties in which the Company holds an interest.
Cost of sales
for the year ended December 31, 2011 was $27,683, a 55% decrease from $61,640 during the year ended December 31, 2010. The decrease
is mainly the result of decreased sales and the related need to purchase products. Total cost of sales was 92% and 82% of revenues
in 2011 and 2010, respectively. During the year ended December 31, 2011, obsolete inventory was written off in the amount of $3,497
which is included in Cost of sales-product on the statement of operations.
Salaries and
Consulting Expenses.
For the years ended December 31, 2011 and 2010, salaries and consulting expenses consisted of salaries
and benefits, Company paid payroll taxes and outside consulting expenses. Salaries and consulting expenses for the year ended
December 31, 2011 were $2,298 compared to $2,756 during the year ended December 31, 2010. The decrease is mainly the result of
decreased sales, and the corresponding commissions, as the Company continued to push commission incentives rather than base salaries.
We expect that salaries and consulting expenses will increase commensurate with the expansion of the Company’s business
as an oil and gas exploration, development, and production firm.
Professional
Fees.
Professional fees for the year ended December 31, 2011 were $28,217, representing a 17% increase compared to $24,182
during the year ended December 31, 2010. The change of our business to an oil and gas exploration, development, and production
company will likely result in an increase in professional fees.
Selling, General
and Administrative Expenses
. For the years ended December 31, 2011 and 2010, selling, general and administrative expenses
were comprised of advertising; bad debts; occupancy and office expenses; equipment leases; travel and other miscellaneous administrative
expenses. Selling, general and administrative expenses for the year ended December 31, 2011 were $5,084, a 80% decrease from $24,733
during the year ended December 31, 2010. The decrease is mainly the result of fewer accounts receivable write offs during 2011.
For the years ended December 31, 2011 and 2010, bad debts expense was $-0- and $6,717, respectively. We expected that selling,
general, and administrative expenses will increase sharply in 2012 and beyond in connection with a change of the Company’s
business.
Other Income
(Expense).
We incurred net other expense of $36,024 for the year ended December 31, 2011 compared to net other expense of
$35,243during the year ended December 31, 2010. Other expenses incurred during 2011 and 2010 were comprised primarily of interest
expenses related to credit cards as well as promissory notes issued by the Company. Other income in this category is comprised
of finance charge income billed to late paying customers.
Off-Balance Sheet Arrangements
The Company has
no off-balance sheet arrangements.
Personnel
We presently
have one employee and other project-based contract personnel that we utilize to carry out our business. We utilize contract personnel
on a continuous basis, primarily in connection with our reporting obligations under the Securities Exchange Act of 1934. We expect
to hire more full-time employees in the future. Although competition for personnel in the oil and gas industry is intense, we
don’t believe we will have significant difficulty retaining additional employees or contract personnel in the future.
Liquidity and Capital Resources
Since inception,
the Company has financed its operations through a series of loans, credit accounts with hardware vendors, and the use of Company
credit to procure goods and services. As of December 31, 2011, our primary source of liquidity consisted of $721 in cash and cash
equivalents. We expect to secure additional debt or equity capital to finance substantial business development initiatives or
acquire additional oil and gas interests.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller
reporting company we are not required to provide this information.
ITEM
8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONTENTS
Morrill & Associates, LLC
Certified Public Accountants
1448 North 2000 West, Suite 3
Clinton, Utah 84015
801-820-6233 Phone; 801-820-6628 Fax
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
and Stockholders
Start Scientific, Inc. (formerly
Secure Netwerks, Inc.)
San Antonio, TX
We
have audited the accompanying balance sheets of Start Scientific, Inc. (formerly Secure Netwerks, Inc.) as of December 31, 2011
and 2010 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Start
Scientific, Inc. (formerly Secure Netwerks, Inc.) as of December 31, 2011 and 2010 and the results of its operations and cash
flows for the years then ended in conformity with generally accepted accounting principles in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 8 to the financial statements the Company has negative working capital, negative cash flows from operations, and recurring
operating losses which raises substantial doubt about the Company’s ability to continue as a going concern. Management’s
plan regarding these matters is also described in Note 8 to the financial statements. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Morrill & Associates
Morrill & Associates
Clinton, Utah 84015
April 12, 2012
START SCIENTIFIC, INC.
|
(formerly Secure Netwerks, Inc.)
|
Balance Sheets
|
|
|
|
|
|
|
ASSETS
|
|
|
December 31,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
721
|
|
|
$
|
6,019
|
|
Accounts receivable, net
|
|
|
2,114
|
|
|
|
6,365
|
|
Inventory
|
|
|
—
|
|
|
|
3,497
|
|
Loans receivable
|
|
|
—
|
|
|
|
4,696
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
2,835
|
|
|
|
20,577
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
2,835
|
|
|
$
|
20,577
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
DEFICIT
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
64,646
|
|
|
$
|
54,830
|
|
Accrued expenses
|
|
|
268,535
|
|
|
|
257,883
|
|
Notes payable, current portion
|
|
|
61,850
|
|
|
|
55,850
|
|
Notes payable - related
parties, current portion
|
|
|
93,577
|
|
|
|
93,577
|
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities
|
|
|
488,608
|
|
|
|
462,140
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
488,608
|
|
|
|
462,140
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 100 shares
authorized, 100 and -0- issued and outstanding, respectively
|
|
|
—
|
|
|
|
—
|
|
Common stock $0.001 par value; 100,000,000
shares authorized, 500,000 shares issued and outstanding
|
|
|
500
|
|
|
|
500
|
|
Additional paid-in-capital
|
|
|
24,500
|
|
|
|
(500
|
)
|
Accumulated deficit
|
|
|
(510,773
|
)
|
|
|
(441,563
|
)
|
|
|
|
|
|
|
|
|
|
Total Stockholders' Deficit
|
|
|
(485,773
|
)
|
|
|
(441,563
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT
|
|
$
|
2,835
|
|
|
$
|
20,577
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
financial statements
|
START SCIENTIFIC, INC.
|
(formerly Secure Netwerks, Inc.)
|
Statements of Operations
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
|
|
|
NET REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product revenue
|
|
$
|
28,296
|
|
|
$
|
65,542
|
|
Service revenue
|
|
|
1,800
|
|
|
|
9,240
|
|
|
|
|
|
|
|
|
|
|
Total Net Revenues
|
|
|
30,096
|
|
|
|
74,782
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales - product
|
|
|
26,883
|
|
|
|
56,051
|
|
Cost of sales - service
|
|
|
800
|
|
|
|
5,589
|
|
Salaries and consulting
|
|
|
2,298
|
|
|
|
2,756
|
|
Professional fees
|
|
|
28,217
|
|
|
|
24,182
|
|
Selling, general and administrative
|
|
|
5,084
|
|
|
|
24,733
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses
|
|
|
63,282
|
|
|
|
113,311
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS
|
|
|
(33,186
|
)
|
|
|
(38,529
|
)
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(36,024
|
)
|
|
|
(36,165
|
)
|
Interest income
|
|
|
—
|
|
|
|
922
|
|
|
|
|
|
|
|
|
|
|
Total Other Income (Expenses)
|
|
|
(36,024
|
)
|
|
|
(35,243
|
)
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES
|
|
|
(69,210
|
)
|
|
|
(73,772
|
)
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(69,210
|
)
|
|
$
|
(73,772
|
)
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED:
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
$
|
(0.14
|
)
|
|
$
|
(0.15
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
500,000
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
financial statements
|
START
SCIENTIFIC, INC.
|
(formerly
Secure Netwerks, Inc.)
|
Statements
of Stockholders' Deficit
|
For the
Period January 1, 2010 through December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
|
|
Accumulated
|
|
Stockholders'
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
January 1, 2010
|
|
|
—
|
|
|
$
|
—
|
|
|
|
500,000
|
|
|
$
|
500
|
|
|
$
|
(500
|
)
|
|
$
|
(367,791
|
)
|
|
$
|
(367,791
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2010
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(73,772
|
)
|
|
|
(73,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31,
2010
|
|
|
—
|
|
|
|
—
|
|
|
|
500,000
|
|
|
|
500
|
|
|
|
(500
|
)
|
|
|
(441,563
|
)
|
|
$
|
(441,563
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock issued for debt
|
|
|
100
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31, 2011
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(69,210
|
)
|
|
|
(69,210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2011
|
|
|
100
|
|
|
$
|
—
|
|
|
|
500,000
|
|
|
$
|
500
|
|
|
$
|
24,500
|
|
|
$
|
(510,773
|
)
|
|
|
(485,773
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
START SCIENTIFIC, INC.
|
(formerly Secure Netwerks, Inc.)
|
Statements of Cash Flows
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(69,210
|
)
|
|
$
|
(73,772
|
)
|
Adjustments to reconcile net loss to net cash used by operating
activities:
|
|
|
|
|
|
|
|
|
Bad debt expense
|
|
|
—
|
|
|
|
6,717
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
4,251
|
|
|
|
(5,279
|
)
|
Inventory
|
|
|
3,497
|
|
|
|
(607
|
)
|
Loans receivable
|
|
|
4,696
|
|
|
|
5,754
|
|
Accounts payable and accrued
expenses
|
|
|
45,468
|
|
|
|
58,706
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used by Operating
Activities
|
|
|
(11,298
|
)
|
|
|
(8,481
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
|
|
6,000
|
|
|
|
—
|
|
Proceeds from notes payable
- related parties
|
|
|
—
|
|
|
|
14,059
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing
Activities
|
|
|
6,000
|
|
|
|
14,059
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
$
|
(5,298
|
)
|
|
$
|
5,578
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
|
|
6,019
|
|
|
|
441
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
|
$
|
721
|
|
|
$
|
6,019
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Payments For:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
3,898
|
|
|
$
|
1,468
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Non-cash financing activity:
|
|
|
|
|
|
|
|
|
Preferred stock issued for conversion of debt
|
|
$
|
25,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
financial statements
|
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE 1 ORGANIZATION
AND DESCRIPTION OF BUSINESS
Start
Scientific, Inc. (the Company) was formed in the state of Utah on February 4, 2004, with authorized common stock of 10,000,000
shares. The Company was subsequently reincorporated in the State of Delaware on February 14, 2006 with authorized common stock
of 100,000,000 shares and authorized preferred stock of 100 shares. Both classes of stock have a par value of $0.001 per share.
The
Company was created as a wholly owned subsidiary of SportsNuts, Inc. to be a computer and technology hardware and software reseller.
In addition to supplying the computer hardware needs of SportsNuts, the Company provided its hardware sales and services to organizations
in a variety of industries.
Effective
March 1, 2007, the Company was spun off from SportsNuts, Inc. and each shareholder of SportsNuts received stock in the Company
on a pro rata basis.
NOTE
2 SIGNIFICANT ACCOUNTING POLICIES
This
summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial
statements. The financial statements and notes are representations of the Company’s management who are responsible for their
integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States
of America and have been consistently applied in the preparation of the financial statements. The following policies are considered
to be significant:
a. Accounting
Method
The
Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.
b. Cash
and Cash Equivalents
Cash
equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.
c. Use
of Estimates in the Preparation of Financial Statements
The
preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
d. Basic
and Fully Diluted Net Loss per Share of Common Stock
In
accordance with Financial Accounting Standards No. ASC 260, “Earnings per Share,” basic net loss per common share
is based on the weighted average number of shares
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE
2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Basic
and Fully Diluted Net Loss per Share of Common Stock (Continued)
outstanding
during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive
common share equivalents outstanding during the period. There are no common stock equivalents as of December 31, 2011 and 2010.
|
|
December 31,
|
|
|
2011
|
|
2010
|
Net loss (numerator)
|
|
$
|
(69,210
|
)
|
|
$
|
(73,772
|
)
|
Weighted average shares outstanding (denominator)
|
|
|
500,000
|
|
|
|
500,000
|
|
Basic and fully diluted
net loss per share amount
|
|
$
|
(0.14
|
)
|
|
$
|
(0.15
|
)
|
|
e.
|
Allowance
for Doubtful Accounts Receivable
|
Accounts
receivable are recorded net of the allowance for doubtful accounts. The Company generally offers 15-day credit terms on sales
to its customers and requires no collateral. The Company maintains an allowance for doubtful accounts which is determined based
on a number of factors, including each customer’s financial condition, general economic trends and management judgment.
As of December 31, 2011 and 2010, the allowance for doubtful accounts was $14,203 and $14,290, respectively. Bad debt expense
was $-0- and $6,717 for the years ended December 31, 2011 and 2010, respectively.
Inventories
are stated at the lower of average cost or market value. When there is evidence that the inventories value is less than original
cost, the inventory is reduced to market value. Inventories consist of computer hardware of -0- and $3,497 at December 31, 2011
and 2010, respectively.
|
g.
|
Property
and Equipment
|
Property
and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over
the estimated useful lives of the assets. When assets are disposed of, the cost and accumulated depreciation (net book value of
the assets) are eliminated and any resultant gain or loss reflected accordingly. Betterments and improvements are capitalized
over their estimated useful lives whereas repairs and maintenance expenditures on the assets are charged to expense as incurred.
h. Revenue
Recognition
Products
and services provided by the Company are broken down into two main categories for revenue recognition purposes, they are: off-the-shelf
hardware/software sales and technology related services. The revenue recognition policy for these categories is as follows:
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE
2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
h. Revenue
Recognition (Continued)
Revenue
is recognized upon completion of services or delivery of goods where the sales price is fixed or determinable and collectibility
is reasonably assured. Advance customer payments are recorded as deferred revenue until such time as they are recognized. The
Company
does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues. For the years ended December
31, 2011 and 2010, sales are recorded net of the allowance for returns and discounts of $-0-. Product sales were solely derived
from the resale of off-the-shelf hardware and software packages. Product sales are not warranted by the Company and may be subject
only to warranties that may be provided by the product manufacturer.
|
i.
|
Recent
Accounting Pronouncements
|
We
have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company.
We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years
ended December 31, 2011 and 2010.
j. Income
Taxes
The
Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC
740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance
with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine
whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical
merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine
the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed
a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
At
December 31, 2011, the Company had net operating loss carryforwards of approximately $510,000 which may be offset against future
taxable income through 2031. No tax benefit has been reported in the financial statements because the potential tax benefits of
the net operating loss carryforwards are offset by a valuation allowance of the same amount.
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE
2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
j. Income
Taxes (Continued)
Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating losscarryforwards for Federal income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited
as to future use.
Net
deferred tax assets consist of the following components as of December 31, 2011 and 2010:
|
|
2011
|
|
2010
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
NOL
Carryover
|
|
$
|
173,500
|
|
|
$
|
150,000
|
|
Valuation
allowance
|
|
|
(173,500
|
)
|
|
|
(150,000
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
The
income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates
of 34% to pretax income from continuing operations for the years ended December 31, 2011 and 2010 due to the following:
|
|
2011
|
|
2010
|
Current Federal Tax
|
|
$
|
—
|
|
|
$
|
—
|
|
Current State Tax
|
|
|
—
|
|
|
|
—
|
|
Change in NOL Benefit
|
|
|
23,500
|
|
|
|
25,000
|
|
Valuation allowance
|
|
|
(23,500
|
)
|
|
|
(25,000
|
)
|
|
|
$
|
—
|
|
|
$
|
—
|
|
A reconciliation
of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
Year
ended December 31,
|
|
|
|
2011
|
|
|
|
2010
|
|
Beginning balance
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions based on tax positions related to current year
|
|
|
—
|
|
|
|
—
|
|
Additions for tax positions of prior years
|
|
|
—
|
|
|
|
—
|
|
Reductions for tax positions of prior years
|
|
|
—
|
|
|
|
—
|
|
Reductions in benefit due to income tax expense
|
|
|
—
|
|
|
|
—
|
|
Ending balance
|
|
$
|
—
|
|
|
$
|
—
|
|
At
December 31, 2011, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE
2 SIGNIFICANT ACCOUNTING POLICIES (Continued)
The
Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits
will significantly increase or decrease within the next 12 months.
The
Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations
in the provision for income taxes. As of September 31, 2009 and 2008, the Company had no accrued interest or penalties related
to uncertain tax positions.
The
tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2011, 2010
and 2009.
|
k.
|
Concentrations
of
Credit
Risk
|
Financial
instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company
places cash and cash equivalents at well known quality financial institutions. Cash and cash equivalents at banks are insured
by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess
of this amount at December 31, 2011 and 2010.
NOTE
3 RELATED PARTY TRANSACTIONS
The
Company issued certain promissory notes to individuals as disclosed in Note 5. The individuals consist of an officer of the Company
and a director of the Company. The Company received advances of $14,058 and $4,378, respectively; and made payments on these advances
of $-0-during the years ended December 31, 2011 and 2010.
NOTE
4 NOTES PAYABLE
Notes payable consisted of the following:
|
|
December 31,
2011
|
|
December 31,
2010
|
Note payable to a company, interest
at 24% per annum, due on demand, unsecured
|
|
$
|
7,100
|
|
|
$
|
7,100
|
|
Notes payable to individuals, interest at
10% per annum, due on demand, unsecured
|
|
|
48,750
|
|
|
|
48,750
|
|
Notes payable to a company,
due on demand, unsecured
|
|
|
6,000
|
|
|
|
—
|
|
Total Notes Payable
|
|
|
61,850
|
|
|
|
55,850
|
|
Less: Current Portion
|
|
|
(61,850
|
)
|
|
|
(55,850
|
)
|
Long-Term
Notes Payable
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued
interest at December 31, 2011 and 2010 was $47,473 and $40,894, respectively.
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE 5 NOTES
PAYABLE – RELATED PARTIES
Notes payable – related parties consisted of
the following:
|
|
December 31,
2011
|
|
December 31,
2010
|
Note payable to a related individual,
interest at 24% per annum, due on demand, unsecured
|
|
$
|
52,220
|
|
|
$
|
52,220
|
|
Note payable to a related individual, interest
at 10% per annum, due on demand, unsecured
|
|
|
10,107
|
|
|
|
10,107
|
|
Note payable to a related individual, interest
at 10% per annum, due on demand, unsecured
|
|
|
6,250
|
|
|
|
6,250
|
|
Note payable to a related
individual, interest at 10%per annum, due on demand, unsecured
|
|
|
25,000
|
|
|
|
25,000
|
|
Total Notes Payable – Related Parties
|
|
|
93,577
|
|
|
|
93,577
|
|
Less: Current
Portion
|
|
|
(93,577
|
)
|
|
|
(93,577
|
)
|
Long-Term
Notes Payable – Related Parties
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued
interest at December 31, 2011 and 2010 was $158,770 and $133,223, respectively.
NOTE 6 EQUITY
TRANSACTIONS
500,000
common shares of Secure Networks, Inc. (Utah) were issued to the incorporator upon incorporation which included the assumption
of $25,196 in liabilities resulting in an additional paid-in capital deficit of $25,696 upon issuance.
500,000
common shares of Secure Netwerks, Inc. (Delaware) were issued on the basis of 1-for-1 for all of the outstanding shares of Secure
Networks, Inc. (Utah) as part of the Company’s reincorporation into the State of Delaware. All references to shares issued
and outstanding in the financial statements have been retroactively restated to reflect the effects of this change in capital
structure.
On
February 14, 2006, the Board of Directors approved the Company’s amended and restated Articles of Incorporation (Amendment).
The Amendment increases the authorized shares of common stock from 10,000,000 to 100,000,000 shares. The Amendment also provides
for a new class of preferred stock with 10,000,000 shares authorized. The rights and preferences of the preferred stock have yet
to be determined. Both common and preferred stock have a par value of $0.001.
On
July 6, 2011, the Company issued 100 shares of Series “A” Preferred Stock in exchange for the forgiveness of $25,000
in debt. The Series A Preferred Stock carries no dividend, distribution, liquidation, or rights of conversion into common stock,
but holds 10,000,000 votes per share.
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE 7 FINANCIAL INSTRUMENTS
On
January 1, 2008, the Company adopted FASB ASC 820-10-50, “
Fair Value Measurements.
” This guidance defines
fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements
for fair value measures. The three levels are defined as follows:
Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level
2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level
3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The
carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify
as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination
of such instruments and their expected realization and their current market rate of interest.
NOTE
8 GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. The Company has a working capital
deficit, negative cash flows from operations and has sustained net losses from inception which have resulted in an accumulated
deficit at December 31, 2011 of approximately $511,000 and has experienced periodic cash flow difficulties, all of which raise
substantial doubt regarding the Company’s ability to continue as a going concern.
To
date the Company has funded its operations through a combination of loans. The Company anticipates another net loss for the year
ended December 31, 2012 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s
ability to continue operations.
The
Company believes these conditions have resulted from the inherent risks associated with small startup technology-oriented companies.
Such risks include, but are not limited to, the ability to (i) generate revenues and sales of its products and services at levels
sufficient to cover its costs and provide a return for investors, (ii) attract additional capital in order to finance growth,
(iii) further develop and successfully market commercial products and services, and (iv) successfully compete with other comparable
companies having financial, production and marketing resources significantly greater than those of the Company.
The
Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by
generating revenues through sales of products and services.
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE
9 COMMITMENTS & CONTINGENCIES
The
Company had a month to month lease agreement which was terminated on December 31, 2010. Rent expense was $-0- and $10,800, respectively,
for the years ended December 31, 2011 and 2010.
NOTE 11 CONCENTRATIONS
OF CREDIT RISK
Major
Customers
The
Company had 2 and 4 customers, respectively, who represented 10% or more of total sales for the years ended December 31, 2011
and 2010.
|
|
December 31
|
|
|
2011
|
|
2010
|
Customer A
|
|
|
54.2
|
%
|
|
|
—
|
|
Customer B
|
|
|
13.9
|
%
|
|
|
—
|
|
Customer C
|
|
|
—
|
|
|
|
41.1
|
%
|
Customer D
|
|
|
—
|
|
|
|
24.7
|
%
|
Customer E
|
|
|
—
|
|
|
|
15.2
|
%
|
Customer F
|
|
|
|
|
|
|
10.6
|
%
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2011 and 2010, Company had $428 and $6,000, respectively, in accounts receivable due from these customers. The
loss of these customers, although not anticipated, could have a material impact on the Company’s present and future operations.
Major
Suppliers
The
Company had 2 vendors who represented 10% or more of the total purchases for the years ended December 31, 2011 and 2010.
|
|
December 31
|
|
|
2011
|
|
2010
|
Vendor A
|
|
|
47.4
|
%
|
|
|
40.5
|
%
|
Vendor B
|
|
|
19.4
|
%
|
|
|
14.4
|
%
|
The
loss of these vendors could have a temporary impact on operations; however, alternate suppliers are readily available that the
Company feels could quickly fill the void, should it ever need to.
NOTE 12 SUBSEQUENT
EVENTS
On
February 20, 2012, Kenneth I. Denos resigned as a member of the Board of Directors. Mr. Denos was appointed as a Director of the
Company in March 2003.
On
February 29, 2012, in exchange for $100,000, the Company issued 200,000 shares of restricted common stock and a promissory note
in the original principal amount of
START SCIENTIFIC,
INC.
(formerly Secure
Netwerks, Inc.)
Notes to the Financial
Statements
December 31, 2011
and 2010
NOTE 12 SUBSEQUENT
EVENTS (Continued)
$100,000
(“Note”) to an investor. The Note matures on August 27, 2012 and carries a fixed interest payment at maturity of $25,000.
On
March 1, 2012, the Company accepted the subscription of an investor for $300,000 in exchange for 1,200,000 shares of restricted
common stock.
On
April 2, 2012, the Company issued 10,000,000 shares of restricted common stock as part of an agreement to acquire two separate
working interests in certain oil and gas leases located in Mississippi.
The
Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and
has determined that there are no other events that would have a material impact on the financial statements.
ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report on Disclosure
Controls and Procedures
We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the
Securities
Exchange Act of 1934
, as amended, is recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management,
to allow for timely decisions regarding required disclosure.
As of December
31, 2011, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision of our Chief
Executive Officer who is also our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of
the end of the period covered by this annual report. Our board of directors has only two members. We do not have a formal audit
committee.
Management’s Report on Internal
Control over Financial Reporting
Our management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required
to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing
management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition,
and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation
of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment,
our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”)
in
Internal Control-Integrated Framework
. Our management has concluded that, as of December 31, 2011, our internal control
over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.
This annual report
does not include an attestation report of the Company’s registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s
report in this annual report.
Inherent limitations on effectiveness
of controls
Internal control
over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for
advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale
of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence
and compliance and
is subject to lapses in judgment
and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process
and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over
Financial Reporting
There have been
no significant changes in our internal controls over financial reporting that occurred during the year ended December 31, 2011
that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS, ANDCORPORATE GOVERNANCE
Directors
and Executive Officers
Name
|
Age
|
Position(1)
|
Walter
Pera
|
67
|
Chairman
of the Board
|
Chene
Gardner
|
47
|
Chief
Executive Officer, Chief Financial Officer and Director
|
(1) Officers hold their position
at the pleasure of the board of directors, absent any employment agreement.
Walter Pera
,
age 67, is the Chairman of the Company’s Board of Directors, being appointed to such role in March, 2004. Mr. Pera also
serves as the President of RTW Management, Inc., a transportation provider and management company, and has served in this capacity
since September 2003. Mr. Pera is also the President and principal of 32Enterprises LLC which owns Exchange night club, operating
in Salt Lake City, Utah, and has served in this capacity since February 2007. Mr. Pera was President of EcourseMaster Inc., an
internet-based education company specializing in developing and deploying specialized training over the internet for corporate
clients from March 2001 until April 2003. Mr. Pera holds a Bachelor of Science degree in electrical engineering from Colorado
State University, and a Masters in Business Administration from Brigham Young University. Mr. Pera served in the United States
Navy from 1962 to 1966. Mr. Pera is not a director of any other company filing reports pursuant to the Securities Exchange Act
of 1934.
Chene Gardner
,
age 47, is the Chief Executive Officer and Chief Financial Officer of the Company and a member of its Board of Directors, being
appointed to these roles in March 2004. Since April 2010, Mr. Gardner has served as the Chief Financial Officer of Alto Group
Holdings, Inc., a junior mining exploration company and a filer of reports pursuant to Sections 13(a) and 15(d) of the Securities
Exchange Act of 1934, and has served as its Chairman since February 2012. Mr. Gardner also serves as the financial controller
for Fuelstream, Inc., the former parent corporation of the Company, and has
served in this capacity since September,
1999. Mr. Gardner has been the Chief Executive Officer, Chief Financial Officer and member of the board of directors of Nano Dimensions,
Inc., since May 2004. Mr. Gardner has served as the Chief Executive Officer of Global Networks, Inc., an advertising company from
March, 2005 until December, 2009. Mr. Gardner has also served as the Chief Financial Officer and member of the board of directors
of Synerteck, Inc., an IT service provider and a filer or reports pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934 from April, 2001 until December 2005. From January, 1997 to September, 1999, Mr. Gardner served as Financial Manager
for Aluminum Builders, Inc., a producer of various home improvement items. Mr. Gardner also has five years of auditing and accounting
experience with the firm of Deloitte &Touche LLP from June 1990 to August, 1995, serving clients in the banking, manufacturing,
and retail industries. Mr. Gardner holds Bachelor and Master of Accounting degrees from Weber State University. Mr. Gardner is
not a director of any other company filing reports pursuant to the Securities Exchange Act of 1934.
Compensation of Directors
Although we anticipate
compensating the members of our Board of Directors in the future at industry levels, the current members are not paid cash compensation
for their service as directors. Each director may be reimbursed for certain expenses incurred in attending Board of Directors’
and committee meetings. We are contemplating the issuance of stock or stock options of shares of the Company to our directors
for their service on the Board of Directors.
Board of Directors Meetings and
Committees
Although various
items were reviewed and approved by the Board of Directors during 2011, the Board of Directors held only one formal meeting during
the fiscal year ended December 31, 2011. The remaining actions of the Board were approved by unanimous written consent.
The Company does
not have
Audit or Compensation Committees of the Board of Directors.
Code of Ethics
We have not yet
adopted a written Code of Ethics; however, we believe our executive officers conduct themselves honestly and ethically with respect
to our business affairs. As the Company is still in the process of organizing its formal corporate governance structure, we plan
to adopt a formal Code of Ethics in the near future.
Section 16(a) Beneficial Ownership
Reporting Compliance
We are required
to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities
during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities
Exchange Act of 1934.
For the 2011
fiscal year we are unaware of any officer, director or beneficial owner of more that 10% of our registered equity securities who
failed to file reports on a timely basis in accordance with Section 16(a) of the Securities Exchange Act of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The following
table summarizes the total compensation for the two fiscal years ended December 31, 2011 and 2010 of our executive officers at
the end of our last fiscal year (the “Named Executive Officers”). Our company did not award cash bonuses, stock awards,
stock options or non-equity incentive plan compensation to any Named Executive Officer during the past two fiscal years, thus
these items are omitted from the table below:
Summary Compensation Table
Annual
Compensation
|
|
|
|
|
Name
and
Principal
Position
|
|
Year
|
|
Salary
|
|
Stock
Awards
|
|
All
Other
Compensation
|
|
All
Other
Compensation
|
Chene Gardner
|
|
|
2011
|
|
|
$
|
10,500
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
CEO and CFO
|
|
|
2010
|
|
|
$
|
12,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Employment Agreements
None of our executive
officers are subject to an employment agreement with Secure Netwerks.
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following
table sets forth certain information regarding the beneficial ownership of our common stock (par value $0.001 per share) as of
April 9, 2012 by (i) each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of the outstanding
shares of our common stock, (ii) each person serving as a director or executive officer of the Company, and (iii) all directors
and executive officers of the Company as a group. As of such date, we had 11,900,000 shares of common stock outstanding.
Name of
Beneficial Owner
(1)
|
Number
of Shares
Beneficially
Owned
(2)
|
Percent
of
Class
(3)
|
Walter Pera
(4)
|
0
|
*
|
Chene
Gardner
(5)
|
0
|
*
|
Standard
Energy, LLC
(6)
|
10,000,000
|
84.03%
|
John
Thomas
(7)
|
10,000,000
|
84.03%
|
Scott
Bouslog
(8)
|
1,200,000
|
10.08%
|
Kenneth
Denos
(9)
|
12,657
|
*
|
All
officers
and
directors
as
a
group
(2 persons)
|
0
|
*
|
* Indicates ownership of less than
1%.
(1)
The address of each officer, director, and beneficial owner is c/o the Company, 6 Champion Trail, San Antonio, TX 78006.
(2)
The number of shares of common stock beneficially owned by any shareholder is determined by the sum of (i) all shares of
common stock held directly or indirectly by such shareholder, and (ii) shares of common stock subject to options, warrants and/or
conversion rights deemed beneficially owned by the shareholder that are currently exercisable or exercisable within 60 days. Excludes
shares of Series A Preferred Stock beneficially held by Kenneth Denos that are not convertible into common stock but collectively
hold 1,000,000,000 voting rights and are entitled to vote together with holders of common stock on all such matters upon which
common stockholders may vote.
(3)
The calculation of percentage of beneficial ownership is based upon: (i) 11,900,000 shares of common stock outstanding
as of April 9, 2012, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially
held by the shareholder that are currently exercisable or exercisable within 60 days. The percentage ownership of any shareholder
is determined by assuming that the shareholder has exercised all options, warrants, and conversion rights to obtain additional
securities, and that no other shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity
named in the table have sole voting and investment power with respect to all shares of common stock and voting rights shown as
beneficially owned by them, subject to applicable community property laws.
(4)
Chairman of the Board of Directors.
(5)
Chief Executive Officer, Chief Financial Officer, and member of the Board of Directors.
(6)
Principal shareholder of the Company. Includes 10,000,000 shares of common stock held directly.
(7)
Principal shareholder of the Company. Includes 10,000,000 shares of common stock held directly by Standard Energy, LLC
which is owned and controlled by a trust, of which Mr. Thomas serves as the trustee.
(8)
Principal shareholder of the Company. Includes 1,200,000 shares of common stock held directly.
(9)
Controlling shareholder of the Company. Includes 12,657 shares held directly. Excludes 100 shares of Series A Preferred
Stock held by Acadia Group, Inc., a corporation owned and controlled by Mr. Denos. The Series A Preferred Stock carries no dividend,
distribution, or liquidation, or common stock conversion rights, but holds 10,000,000 votes per share, enabling Mr. Denos to unilaterally
control the election of the Board of Directors. If the Series A Preferred Stock is taken into account in determining percentage
of beneficial ownership, Mr. Denos would beneficially hold 99.81% of the voting shares of the Company.
Changes
in Control
On July 6, 2011,
in exchange for the forgiveness of $25,000 in amounts owed, the Company issued 100 shares of Series “A” Preferred
Stock to Acadia Group, Inc., a corporation owned and controlled by Kenneth Denos, then a member of the Board of Directors of the
Company. The Series A Preferred Stock carries no dividend, distribution, liquidation, or rights of conversion into common stock,
but holds 10,000,000 votes per share, enabling Mr. Denos to unilaterally control the election of the Board of Directors.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
On July 6, 2011,
in exchange for the forgiveness of $25,000 in amounts owed, the Company issued 100 shares of Series “A” Preferred
Stock to Kenneth I. Denos, P.C., a corporation owned and controlled by Kenneth Denos, then a member of the Board of Directors
of the Company. The Series A Preferred Stock carries no dividend, distribution, liquidation, or rights of conversion into common
stock, but holds 10,000,000 votes per share, enabling Mr. Denos to unilaterally control the election of the Board of Directors.
On June 10, 2004,
$80,000 was loaned to the Company in the form of the payment of outstanding liabilities on behalf of the Company, and on January
1, 2005, the Company issued 3 promissory notes to the following individuals to formalize these non-cash payments in the prior
year:
|
·
|
Chene
Gardner ($6,250),
a member of the Board
of Directors and the
Company’s CEO;
|
|
·
|
Kenneth
Denos ($25,000), a
former member of the
Board of Directors;
and
|
|
·
|
Travis
Pera ($23,750), son of Walter Pera,
Chairman of the Board of Directors.
|
The notes each mature upon demand,
are unsecured, and bear interest at the rate of ten percent per annum.
Director Independence
Our Chairman,
Walter Pera, is considered to be independent, inasmuch as he does not beneficially hold greater than a 10% ownership interest
in our common stock and is unrelated to any of our shareholders who hold any such interest. We have not established any board
committees. We hope in the future to add at least one independent director and establish one or more board committees including,
in particular, an audit committee.
ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES
Change in Auditors
On or about March
31, 2011, our previous independent accountant, Chisholm, Bierwolf, Nilson & Morrill, LLP (“CBNM”) was dismissed
due to the fact that CBNM informed the Company of the pending revocations of CBNM’s registration with the Public Company
Accounting Oversight Board. Also on March 31, 2011, the Company engaged Morrill & Associates, LLC as our independent accountants.
During the period
from the engagement of the former auditors through the change of auditors, including the registrant’s most recent fiscal
year and the subsequent interim period, there were no disagreements with the former auditors, whether or not resolved, on any
matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which, if not resolved
to the former auditor’s satisfaction, would have caused it to make reference to the subject matter of the disagreement(s)
in connection with its report.
The reports of
CBNM did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
Fees Billed For Audit and Non-Audit
Services
The
following table represents the aggregate fees billed for professional audit services rendered to the Company by Morrill and
CBNM
for
the audit of the Company’s annual financial statements
for the years ended December 31, 2011and 2010, respectively, and all fees billed for other services rendered by Morrill and CBNM
during those periods.
Year Ended December 31
|
|
2011
|
|
2010
|
|
|
|
|
|
Audit Fees
(1)
|
|
$
|
14,097
|
|
|
$
|
10,420
|
|
Audit-Related Fees
(2)
|
|
|
0
|
|
|
|
0
|
|
Tax Fees
(3)
|
|
|
0
|
|
|
|
0
|
|
All Other Fees
(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total Accounting Fees
and Services
|
|
$
|
14,097
|
|
|
$
|
10,420
|
|
(1) Audit Fees.
These are fees for professional services for the audit of the Company’s annual financial statements, and for the review
of the financial statements included in the Company’s filings on Form 10-Q, and for services that are normally provided
in connection with statutory and regulatory filings or engagements.
(2) Audit-Related
Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of
the Company’s financial statements.
(3) Tax Fees. These
are fees for professional services with respect to tax compliance, tax advice, and tax planning.
(4) All Other Fees.
These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related
Fees, or Tax Fees.
ITEM 15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
The following
exhibits are filed with or incorporated by referenced in this report:
* filed herewith
.
SIGNATURES
In accordance
with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
START
SCIENTIFIC, INC.
|
|
|
|
|
|
Date:
|
April
16, 2012
|
|
By:
|
/s/
Chene Gardner
|
|
|
|
|
Chene
Gardner
|
|
|
|
|
Chief
Executive Officer
|
In accordance
with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities
and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
/s/ Walter Pera
|
|
Chairman
|
|
April
16, 2012
|
/s/ Chene Gardner
|
|
Director, Chief Executive
Officer and Chief Financial Officer
|
|
April
16, 2012
|
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